Verecloud Announces SEC Deregistration
February 13 2012 - 7:00PM
Marketwired
Verecloud, Inc. (OTCBB: VCLD) today announced its decision to
withdraw the registration of its stock with the Securities and
Exchange Commission (the "SEC"). The Company intends to file a Form
15 with the SEC to voluntarily deregister its common stock and
suspend its reporting obligations under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on or about February 13,
2012. As a result of the filing of the Form 15, the Company's
obligation to file certain reports and forms with the SEC,
including Forms 10-K, 10-Q, and 8-K, will cease. Other filing
requirements will terminate upon the effectiveness of the
deregistration, which is expected to occur 90 days after the filing
of the Form 15.
The decision to deregister was made by the Company's board of
directors after careful consideration of the advantages and
disadvantages of being an SEC reporting company. The Company's
board of directors considered many factors in making this decision,
including the following:
- the costs, both direct and indirect, associated with the
preparation and filing of the Company's periodic reports with the
SEC;
- the costs and burden associated with complying with the
Sarbanes-Oxley Act of 2002;
- the additional demands placed on management and Company
personnel to comply with requirements required of registrants;
- the historically low stock price of the Company's common
stock;
- the nature and extent of the trading in the Company's common
stock; and
- the current level of analyst coverage and minimal liquidity for
the Company's common stock.
The board of directors decided that the Company should
deregister with the SEC as it believes that the savings that will
benefit the Company's shareholders outweigh any advantages of
continuing as an SEC registered company. Without the annual
accounting expenses, legal costs, and administrative burden
relating to SEC reporting obligations and compliance with the
Sarbanes-Oxley Act, the Company will be able to significantly
reduce its costs and better focus on the day-to-day operations of
its business, thereby delivering long-term shareholder value.
The Company will notify the OTC Bulletin Board of its decision
to terminate its reporting obligations. As a result, the Company's
shares will not continue to be quoted on the OTC Bulletin Board.
The Company anticipates that its shares will be quoted on the Pink
OTC Markets Inc. quotation service. For more information about this
service, please see www.pinksheets.com. Once on the Pink Sheets,
the Company intends to continue to make available periodic
financial information.
A notice about the Company's deregistration will be available on
its website at www.verecloud.com.
About Verecloud
Like most new technology innovations, the cloud has become the
Wild West of the Web. Verecloud's® mission is to provide SMBs with
a single place to discover, buy, and manage their cloud services.
After originally building a cloud integration and marketplace
platform for the telecommunications industry, Verecloud® shifted
focus and launched the platform as Cloudwrangler™ on August 2,
2011. Cloudwrangler™ is a marketplace of best of breed cloud
services integrated into a single experience, for easy use and
management with one monthly invoice and one technical support
contact. Acting as a cloud service brokerage, Cloudwrangler™ gives
businesses total access and control of all their cloud applications
from one portal. For more information on Verecloud®, please visit
www.verecloud.com.
Forward-Looking Statements
Certain statements in this news release that are not historical
fact constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements typically are identified by the use of
terms such as "may," "should," "might," "believe," "expect,"
"anticipate," "estimate," and similar words, although some may be
expressed differently. Forward-looking statements in this release
include, but are not limited to, statements as to the planned
deregistration of the Company's common stock, the expected cost
savings of deregistration, the ability to enhance long-term
shareholder value, and the providing of periodic financial
statements. Shareholders and other readers are cautioned not to
place undue reliance on these forward-looking statements. Such
forward-looking statements involve known and unknown risks,
uncertainties, and other factors, which may cause the actual
results of the Company to be materially different from historical
results or from any results expressed or implied by such
forward-looking statements. These factors are discussed from time
to time in the reports filed by the Company with the SEC, including
the Form 10-K for the year ended June 30, 2011. The Company
disclaims any intent or obligation to update these forward-looking
statements.
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